7. Discussion and conclusion
7.3 Conclusion
Apêndice I – Bases de Dados Quadro 4 - Origem dos Dados
Fontes de Dados
Comentários
Zephyr (Bureau Van Dijk) Base de dados com cobertura de mais de 1,2 milhões de deals e rumores de mercado com acesso integrado à base de dados Orbis de informações financeiras detalhadas das empresas.
Comissão de Valores Mobiliários (CMV)
Dados sobre os membros do Conselho de Administração das empresas de capital aberto brasileiras acessados via Sistema de Divulgação Externa ("DIVEXT").
Economatica Traz acesso à balanços, cotações, proventos e composições acionárias de empresas listadas na BM&Fbovespa e outros índices atualizados a partir de 1986.
Apêndice II – Dados obtidos a partir das bases da CVM Quadro 5 - Dados obtidos a partir das bases da CVM
Variável
Descrição
Empresa Nome e código CVM das empresas. Ano Ano da informação relatada.
Nome Nome
CPF Indexador dos membros.
Cargo Cargo eleito.
Idade Idade em anos.
Profissão Profissão declarada.
Órgão Órgão ao qual pertence o cargo eleito (ex. Conselho de Administração, Diretoria ou Conselho Fiscal).
Data Eleição Data de eleição para o cargo. Data Posse Data de posse para o cargo.
Prazo Mandato Anos iniciais e finais do mandato, ou informação sobre prazo indeterminado.
Foi Eleito pelo Controlador
Variável binária para indicar se o membro foi eleito pelo controlador.
Currículo As informações dos cinco últimos anos dos currículos dos membros. Estas informações serão codificadas para constituir a base de dados do modelo principal.
Apêndice III – Seleção dos dados na base de dados Zephyr Quadro 6 - Estratégia de pesquisa na base de dados Zephyr
Pesaquisa
Step result Search result
Current deal status: Completed 1,084,173 1,084,173
Major sectors * 630,754 526,715
Deal type: Acquisition, Merger 543,993 341,887
Percentage of stake: Percentage of initial stake (max: 49.999999 %); Percentage of final stake (min: 50.000001 %)
493,882 285,419
All stock exchange: BM&F Bovespa ( Acquiror ) 2,476 620
Resultado final da seleção TOTAL : 620
Fonte: (BUREAU VAN DIJK, 2016a)
*Setores selecionados: Primary Sector (agriculture, mining, etc.), Food, beverages, tobacco, Textiles, wearing apparel, leather, Wood, cork, paper, Publishing, printing, Chemicals, rubber, plastics, non-metallic products, Metals & metal products, Machinery, equipment, furniture, recycling, Gas, Water, Electricity, Construction, Wholesale & retail trade, Hotels & restaurants, Transport, Post and telecommunications, Other services, Public administration and defence e Education, Health
Apêndice IV – Descrição das operações da base de dados Zephyr Quadro 7 - Descrição dos tipos de operação
Tipo de transação
Descrição
Acquisition Any deal where the acquirer ends up with 50% or more of the equity of the Target is coded as an Acquisition as the Acquiror now has control of the Target. Even if the acquired stake is very small; if the final stake is 50% or above the deal is classed as an Acquisition.
IPO Shares in the Target company have started trading on a stock exchange for the first time.If a company has previously listed on another exchange or in another country, the deal is NOT classified as an IPO but as a secondary listing.
Planned IPO The Target company is planning to start trading on a stock exchange for the first time. The IPO has been proposed/suggested or the Target company has applied to list on a particular exchange. When a company lists on a stock exchange the Deal Type would be changed to Initial Public Offering. Planned IPOs change to the Announced status once a prospectus (preliminary or full) or equivalent has been issued. Other circumstances when a Planned IPO can be changed to the Announced status include when a confirmed offer price has been reported in press sources or if an official company statement confirms the specific stock exchange and a time frame for completion.
Institutional buy-out
This is an acquisition where a Private Equity firm has taken a 50% stake or more in the Target company, or is the parent of the Acquiror. The
acquisition often takes place through a ‘new company’ (newco) or an acquisition vehicle. Often the Target company’s management will take a
small stake (If the buy-out is for less than 100 per cent of the Target company, the deal is coded as IBO X%). Many deals described in the media as MBOs are coded on Zephyr as IBOs due to the fact that the management team do NOT take a majority stake in the Target. There are very few occasions when Venture Capital may be inserted instead of Private Equity into as the financing method. This would only occur when an early-stage company raises development capital funding and the investors achieve a majority stake.
Capital increase
Capital Increase is when a company issues new shares, thus increasing its share capital. This can happen in a number of different ways and for a number of different reasons. The generic Capital Increase tag can be used when further details are not known or if warrants/options are being converted into shares. Some capital increase deals can involve a large number of participants on the Acquiror side. Only the Acqurior companies where the companies/individuals which have taken a stake of 1% or more in Target Company will be specifically named in such deals. Any other
Joint- venture
Two or more companies create a new jointly-owned company. The
‘Acquiror’ companies continue to exist and a new entity is created. The
new company is coded as the Target company and the investors are coded as joint Acquiror companies. The Vendor field is not used for joint
ventures.
MBI / MBO The target company is sold to a combination of existing management and incoming management. The management team often includes a Private Equity firm however, if the Private Equity firm takes a majority stake then the deal is coded as an IBO rather than an MBI/BO.
Management buy-in
The Target company is sold to an external team of managers, with the new management team taking a majority stake. This often happens with family firms with no-one to pass the company on to and so the company is sold to a management team. The out-going owners sometimes retain a small stake. The management team often includes a Private Equity firm however, if the Private Equity firm takes a majority stake then the deal is coded as an IBO rather than an MBI.
Management buy-out
All or some of the existing management of the company buy at least 50% of the company from its existing owners. A private equity company is often brought in to aid the purchase through provision of equity funding. A
‘new company’ (newco) is normally formed by the management team
specifically to purchase the Target. The Acquiror company would also
show ‘MBO Team’ unless the name of the newco is known. If the name of
the newco has been released, this company would be entered as the
Acquiror. If the Private Equity firm backing the deal takes a majority stake in the Target, the deal is not defined as an MBO and would be coded as an IBO.
Merger A true Merger is in reality actually quite rare and many acquisitions are
incorrectly described as “mergers” in the press. In a true Merger, there is a
one-for-one share swap for shares in the new company and the deal
involves a ‘merging of equals’. If the swap is not on equal terms, the deal
would be coded as an Acquisition. However, in a true Merger, the original companies are entered into the deal record as the Acquiror and the Target (in no particular order). In the case of a 3- (or more) way merger, multiple companies can be entered in both Acquiror and Target fields. Where a Newco has been used, the Newco is added as the Acquiror and the newly merged company as the Target.
Demerger A Demerger occurs when a newly independent entity is launched to trade
autonomously but is still owned by the Vendor’s shareholders. The
Vendor company separates a division or subsidiary from itself which forms the newly demerged company. The division has not been sold but as a result, the new company is owned directly by the Vendor’s shareholders.
Researchers should add the generic ‘shareholders’ record as the acquiror to
demerger deals. It is usual for the whole entity to have been totally separated from the vendor company, so researchers would add the following stakes Initial - 0%, Acquired - 100%, Final - 100%. This stake arrangement reflects the fact that the entire entity has been demerged. However, in some cases, a minority stake may be retained by the parent company. So if less than 100% is transferred, but more than 50%, the Sub
Deal Type “Demerger – partial” should also be added. If less than 50% is
transferred, the deal is not classified as a Demerger (see Sub Deal Type : Demerger – Partial).
Minority stake
The Acquiror has purchased a number of shares in the Target and the resulting stake held is less than 50%. Be aware that a stake of only 2%
could be classified as an acquisition if the Acquiror’s overall stake reaches
50% or above. It is not uncommon for the acquirer to increase its stake from 49% to 51% thus meaning a deal would be coded as an Acquisition. Share buy
back
A company buys back its own shares. The shares are often cancelled but can also be retained and used for acquisitions or employee share options etc. The company buying back its own shares is added to the deal record as the Target and the Acquiror is left blank. Normally a share buyback offer is presented to all shareholders but if the stake has been purchased from a specific shareholder, then that shareholder would be entered as the Vendor.
Fonte: (BUREAU VAN DIJK, 2016b)
Apêndice V – Resultados do pareamento
Tabela 6 - Pareamento através de Radius Matching
Tabela 7 - Pareamento através de Kernel Matching
Unmatched %reduc V(T)/
Matched Tratado Controle %bias |bias| t p>|t| V(C) marketcaptalization U 4.00E+10 1.20E+10 40.9 4.05 0.000 3.01*
M 5.90E+09 5.40E+09 0.8 98.2 0.47 0.637 0.61* mtbratio U 2.3313 1.8471 2.5 0.22 0.829 0.01* M 2.871 3.2263 -1.8 26.6 -0.6 0.551 1.07 qtobin U 216.03 53.508 42.8 4.25 0.000 3.43* M 20.483 15.017 1.4 96.6 1.5 0.136 1.41 priorreturn U 0.24062 0.28486 -12.9 -1.19 0.234 0.43* M 0.1081 0.09306 4.4 66 0.69 0.494 1.14 t-test Média Variável
Tabela 8 - Pareamento através de Nearest Neighbour Matching
Apêndice VI – Resultados do teste Hausman Tabela 9 - Resultados do teste Hausman
---- Coefficients ----
| (b) (B) (b-B) sqrt(diag(V_b-V_B)) | Consistent Efficient Difference S.E.
---+--- posttop | -.0141135 -.0172939 .0031803 .0072581 postpar | .0061022 .0267513 -.020649 .0096088 postpub | -.0166149 -.0117188 -.0048961 .0081478 postreg | .0920186 .0721549 .0198637 .0113925 marketcapt~n | 3.47e-13 3.47e-13 1.91e-16 9.59e-14 leverage | .0034196 .1770679 -.1736483 .0312241 cashholdings | -1.32e-09 -2.98e-10 -1.02e-09 5.18e-10 mtbratio | .0008669 .0004027 .0004642 .0001399 qtobin | .0000513 .0000108 .0000405 .0000202 size | .0267792 .0064014 .0203778 .0152007 --- b = consistent under Ho and Ha; obtained from xtreg B = inconsistent under Ha, efficient under Ho; obtained from xtreg Test: Ho: difference in coefficients not systematic
chi2(8) = (b-B)'[(V_b-V_B)^(-1)](b-B) = 48.41
Prob>chi2 = 0.0000
Unmatched %reduc V(T)/
Matched Tratado Controle %bias |bias| t p>|t| V(C) marketcaptalization U 4.00E+10 1.20E+10 40.9 4.05 0.000 3.01*
M 5.70E+09 4.60E+09 1.6 96.2 1.09 0.279 0.72 mtbratio U 2.3313 1.8471 2.5 0.22 0.829 0.01* M 2.7853 3.5682 -4 -61.7 -1.09 0.278 0.45* qtobin U 216.03 53.508 42.8 4.25 0.000 3.43* M 21.458 20.083 0.4 99.2 0.32 0.748 0.82 priorreturn U 0.24062 0.28486 -12.9 -1.19 0.234 0.43* M 0.12788 0.12526 0.8 94.1 0.11 0.916 1.25 t-test Variável Média Unmatched %reduc V(T)/
Matched Tratado Controle %bias |bias| t p>|t| V(C) marketcaptalization U 4.00E+10 1.20E+10 40.9 4.05 0.000 3.01*
M 5.70E+09 4.60E+09 1.5 96.3 1.12 0.266 0.74 mtbratio U 2.3313 1.8471 2.5 0.22 0.829 0.01* M 2.8216 3.758 -4.7 -93.4 -1.42 0.157 0.46* qtobin U 216.03 53.508 42.8 4.25 0.000 3.43* M 24.027 20.347 1 97.7 0.81 0.418 0.86 priorreturn U 0.24062 0.28486 -12.9 -1.19 0.234 0.43* M 0.18444 0.1755 2.6 79.8 0.27 0.789 1.24 t-test Variável Média